🧾 What This Document Is

This is a Schedule 13D filing with the SEC. It's not the company's own report, but a document filed by major investors to publicly announce they've acquired more than 5% of a company's shares and intend to influence its control.

👉 In simple terms: This filing reveals a big ownership change. The controlling shareholders of Cementos Pacasmayo's parent company are selling their stake to a global giant, Holcim. This is a "change of control" deal.

🏢 The Deal At a Glance

The core of the document is an attached Share Purchase Agreement from December 15, 2025. Here are the key players and what's moving:

• The Sellers: Eduardo Hochschild Beeck & his wife (EHB) and Farragut Holdings, Inc. (Farragut). They are the owners of Inversiones ASPI S.A., a Peruvian holding company.
• The Buyer: Holcim Ltd, a Swiss multinational and one of the world's largest cement and building materials companies.
• What's Being Sold: The Sellers own 99.99% of Inversiones ASPI. Inversiones ASPI, in turn, owns 50.01% of Cementos Pacasmayo S.A.A. (CPAC), a major Peruvian cement producer publicly traded in Lima and New York.
• The Price: The purchase price for the shares is S/ 1,850,370,000 Peruvian Soles (which is several hundred million US dollars).

👉 Why it matters: This isn't just a small investment. Holcim is buying indirect controlling interest in one of Peru's leading cement companies through this share purchase.

💰 The Money Flow & Key Mechanics

The deal structure has several important moving parts:

• Debt Payoff: Buyer will pay off the selling company's existing financial debt to Banco de Crédito del Perú directly at closing.
• Escrow Holdback: S/ 185,037,000 of the purchase price is held in an escrow account as security. This protects the Buyer if the Sellers breach any warranties (like if hidden liabilities pop up).
• "Locked Box" Mechanism: The economic value of the business is locked as of July 31, 2025 (the "Locked Box Date"). Any money taken out of the company between that date and the closing (called "Leakage") is the Sellers' responsibility and is deducted from what they get paid.
• Tax Responsibility: A significant portion of the calculation deals with who pays Peruvian capital gains taxes. The agreement specifies the tax will be calculated and paid on behalf of the Farragut selling entity, with the amount deducted from its final payout.

👉 Why it matters: The price isn't a simple lump sum. The escrow protects the buyer, and the locked box ensures the sellers can't strip value out of the company before handing it over.

🚀 What Happens Next & Conditions

The deal isn't final yet. It must close, which will happen on the 7th business day after all conditions are met. Key conditions include:

• Getting all necessary government and regulatory approvals (like from Peru's competition authority, INDECOPI).
• The Seller's obligations to pay off existing debt and transaction expenses.
• The company's financials and operations not having suffered a "Material Adverse Effect" (a big, negative change).

The agreement also commits Holcim to launch a subsequent public tender offer for the remaining shares of CPAC it doesn't own after the closing, as required by Peruvian securities law.

📦 What This Signals for the Market

This is a major strategic move. Holcim, a global leader, is gaining a dominant position in the Peruvian market through an established local player.

• Strengths (👍): For Holcim, it's a fast track to market leadership in a key Latin American economy. For CPAC, it likely brings deep pockets, global technology, and operational expertise.
• Risks (⚠️): For Holcim, it's an acquisition in a new market with integration and regulatory challenges. For minority shareholders of CPAC, a change in controlling shareholder can bring uncertainty about future strategy and leadership.

🧠 The Analogy

Imagine a large, well-known local family bakery (Cementos Pacasmayo) that has been run for generations. The family that owned the parent company that controlled the bakery (the Hochschilds/Farragut) has now sold their controlling stake to a massive international food conglomerate (Holcim). The conglomerate now runs the bakery and, as part of the deal, plans to buy out the remaining small shareholders on the stock market.

🧩 Final Takeaway

This filing documents the change of control for Cementos Pacasmayo, one of Peru's most important cement companies. A global building materials giant, Holcim, is buying the majority stake from the current owners in a structured deal worth billions of Peruvian Soles, subject to regulatory approval and future tender offer requirements. This is a significant consolidation in the Peruvian construction materials industry.